UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 12, 2006
BRT REALTY TRUST
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(Exact name of Registrant as specified in charter)
Massachusetts 001-07172 13-2755856
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(State or other (Commission file No.) (IRS Employer
jurisdiction of I.D. No.)
incorporation)
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
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(Address of principal executive offices) (Zip code)
516-466-3100
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Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
-- Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
-- Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
-- Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
-- Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.05. Amendments to Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On June 12, 2006, the registrant's Board of Trustees approved a revised and
restated Code of Business Conduct and Ethics.
The following revisions to the Code of Business Conduct and Ethics are noted:
Reporting Violations of the Code. All persons subject to the Code, referred to
therein as "Associates," were advised of a duty to report known or
suspected violations of the Code, including any violation of laws, rules,
regulations or policies of the Trust "or that involve the commission or
potential commission of a felony or other significant criminal act whether
or not involving the Trust." All persons were also advised of the
whistleblower hotline as a method by which violations of the Code could be
reported.
Conflicts of Interest. This section was revised and as revised, among other
things, prohibits specific activities by an Associate and any relative (as
defined in the Code) of an Associate, such as receipt by an Associate of a
loan, kickback, bribe, referral, brokerage or finders fee, a substantial
gift or special consideration as a result of any transaction or business
dealings involving the Trust or any affiliated entity (as defined). The
revisions also contain a list of specific required items for executive
officers and Associates, said items being intended to prevent a conflict of
interests from occurring. Among other items, the specific items include a
requirement that (i) executive officers provide their federal income tax
returns to the Committee (specified in the Code), (ii) no loans can be made
by an Associate to another Associate exceeding $250 without the prior
written consent of the Committee and a loan from an affiliated entity to an
Associate in excess of $250 must be disclosed to the Committee with the
terms thereof, (iii) prior to the Trust executing either a commitment
letter to make a mortgage loan or a contract to acquire or sell a property,
executive officers are required to disclose to the Committee any direct or
indirect involvement of the executive or a relative of the executive with
the borrower, seller, purchaser or the broker on such transaction, and (iv)
an Associate shall advise the Committee if he shall learn that any
executive officer failed to fulfill a financial obligation for more than
five (5) business days or a check to the Trust or an affiliated entity
drawn by an executive officer did not clear and was not replaced with good
funds within five (5) business days.
Corporate Opportunities. The section was revised to more specifically delineate
the parameters of the applicability of the corporate opportunity doctrine
to independent trustees.
Relationship With Borrower. The section was revised to provide that "No
Associate may ask for or accept (directly or indirectly) anything
personally from a borrower."
The revised and restated Code of Business Conduct and Ethics was reviewed and
approved by the Nominating and Corporate Governance Committee prior to being
presented to the Board of Trustees.
The revised and restated Code of Business Conduct and Ethics has been posted on
the registrant's web site: www.brtrealty.com. The revised and restated Code of
Business Conduct and Ethics is annexed to this Form 8-K as an exhibit and should
be read in its entirety due to the significant revisions made to the Code of
Business Conduct and Ethics.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
14.1 Revised Code of Business Conduct and Ethics.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRT REALTY TRUST
Date: June 12, 2006 By: /s/ Simeon Brinberg
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Simeon Brinberg
Senior Vice President and Secretary
EXHIBIT 14.1
Restated June 12, 2006
BRT REALTY TRUST
CODE OF BUSINESS CONDUCT AND ETHICS
PURPOSE
This Code of Business Conduct and Ethics contains general guidelines for
conducting the business of the Trust consistent with the highest standards of
business ethics, and is intended to be a "code of ethics" within the meaning of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder ("SOAct"). This Code should be considered to be a minimum standard.
If a law, rule or regulation conflicts with a policy in this Code you must
comply with the law, rule or regulation; however, if a local custom or policy
conflicts with this Code, you must comply with the Code. If this Code requires a
higher standard than is required by local custom or policy or applicable law,
rules and regulations, you are required to adhere to these higher standards.
This Code applies to all of our officers, trustees, employees (whether a direct
employee or employed pursuant to a shared services agreement among various
entities, including the Trust) and agents, including consultants, whether they
work for the Trust on a full or part-time basis. We refer to all persons covered
by this Code as "Associates."
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Obeying the law, both in letter and in spirit, is the foundation on which our
ethical standards are built. All Associates must respect and obey federal law
and the laws of the cities and states in which we operate. Although not all
Associates are expected to know the details of each of these laws, it is
important to know enough to determine when to seek advice from executives or
other appropriate personnel.
All Associates must cooperate fully with the people responsible for preparing
reports filed with the Securities and Exchange Commission and all other
materials that are made available to the investing public to make sure the
people responsible for preparing such reports and materials are promptly made
aware of all information that might have to be disclosed in those reports or
other materials or that might affect the way in which information is disclosed
in them.
REPORTING VIOLATIONS OF THE CODE
All Associates have a duty to report any known or suspected violation of this
Code by any Associate, including any violation of laws, rules, regulations or
policies that apply to the Trust or that involve the commission or potential
commission of a felony or other significant criminal act whether or not
involving the Trust. Reporting a known or suspected violation of this Code by
others should not be considered an act of disloyalty, but an action to safeguard
the reputation and integrity of the Trust and its Associates.
If you know of or suspect a violation of this Code, immediately (i) report the
conduct to Simeon Brinberg, Senior Vice President (Senior Counsel) of the Trust,
or his successor, who will work directly with you to investigate your concern or
if you prefer (ii) call our anonymous whistleblower hotline at 1-800-866-3228 or
if the matter involves a Committee (hereafter defined) member or if you
otherwise prefer (iii) contact Lou Grassi, or his successor as the Chairperson
of the Audit Committee of the Board of Trustees, at lgrassi@grassicpas.com.
It is our policy that any Associate who violates this Code will be subject to
appropriate discipline, including termination of employment, as determined by a
committee consisting of Simeon Brinberg, Fredric H. Gould, Jeffrey A. Gould,
David W. Kalish and Mark H. Lundy, or their successors as chosen by the Board of
Trustees (the "Committee"), based upon the facts and circumstances of each
particular situation; provided that the Audit Committee of the Board of Trustees
shall investigate and recommend appropriate disciplinary measures for the Board
of Trustees to vote upon in respect of any suspected violation of this Code by a
Committee member. An Associate accused of violating this Code will be given an
opportunity to present his or her version of the events at issue to the
Committee (or the Audit Committee as appropriate) prior to any determination of
appropriate discipline. Any Associate who fails to report known or suspected
violations by another Associate may also be subject to appropriate discipline,
including termination of employment. Furthermore, Associates who violate the law
or this Code may expose themselves to substantial civil damages, criminal fines
and prison terms. The Trust may also face substantial fines and penalties in
such situations, not to mention damage to the Trust's reputation. In short, your
conduct as an Associate of the Trust, if it does not comply with the law or with
this Code, can result in serious consequences for both you and the Trust.
CONFIDENTIALITY AND POLICY AGAINST RETALIATION
All questions and reports of known or suspected violations of the law or this
Code will be treated with sensitivity and discretion. The Committee and the
Trust will protect your anonymity to the extent possible consistent with law and
the Trust's need to investigate your concern. The Trust strictly prohibits
retaliation against an Associate who, in good faith, seeks help or reports known
or suspected violations. Anyone who seeks reprisal or retaliates against an
Associate because the Associate, in good faith, sought help or filed a report
will be subject to disciplinary action, including termination of employment.
WAIVERS OF THE CODE
Waivers of a provision or requirement of this Code will be granted on a
case-by-case basis and only in extraordinary circumstances. Waivers of a
provision or requirement of this Code for Associates may be made only by the
Committee. Any waiver of a provision or requirement of this Code for our
Trustees, Executive Officers or other principal officers may be made only by our
Board of Trustees and will be promptly disclosed to the public.
CONFLICTS OF INTEREST
Although Associates are generally permitted to engage in personal business and
personal financial transactions and other activities outside the Trust, there
are restrictions on your personal business and financial transactions. As long
as you remain an Associate, you must avoid situations where your loyalties may
be divided between the Trust's interests and your own. These divided loyalties
are referred to as "conflicts of interest." You should actively avoid any
private interest that may influence your ability to act in the best interests of
the Trust or that makes it difficult to perform your work objectively and
effectively. It is difficult to list all of the ways in which a conflict of
interest may arise. The Board of Trustees has determined that it is not a
conflict of interest for an Associate (other than trustees who are deemed to be
independent trustees under SOAct and the rules of New York Stock Exchange) to
work for or otherwise have a business connection with the entities who are
parties to a Shared Services Agreement among the Trust, One Liberty Properties,
Inc., Gould Investors L.P. and other entities in which certain officers and
Trustees of the Trust have an interest (together, the "Affiliated Entities").
An actual or potential conflict of interest occurs when an Associate is in a
position to influence a decision that may result in personal gain for that
Associate or for a Relative (hereafter defined) of the Associate as a result of
the Trust's business dealings, or the business dealings of any of the Affiliated
Entities. Personal gain may result not only in cases where an Associate or
Relative has a significant financial interest in, or is employed by, a company
with which the Trust or one of the Affiliated Entities does business, but also
when an Associate or Relative receives any loan, kickback, bribe, referral,
brokerage or finder's fee (or any portion thereof), substantial gift or special
consideration as a result of any transaction or business dealings involving the
Trust or one of the Affiliated Entities - and all such dealings are prohibited.
Associates and their Relatives shall exercise caution, prudence and good
judgment before accepting any gift, entertainment, services, or promises of
future benefits from any person, group or agency who might benefit or appear to
benefit from the Associate's connection with the Trust. For the purpose of this
Code, (i) a "Relative" is any person who is related to another by blood,
marriage or adoption or who is a significant other or domestic partner and (ii)
a "substantial gift" is any physical item costing in excess of $250 (this cost
limitation does not apply to meals, tickets to sporting events or other events
or to golf outings or other similar outings within the New York City
metropolitan area which are not excessive in nature). In no event, may any
Associate take cash or cash equivalents (such as gift certificates) from any
person, group or agency who might benefit or appear to benefit from the
Associate's connection with the Trust.
The Board of Trustees is aware of certain transactions between the Trust and the
Affiliated Entities. These transactions with the Affiliated Entities include the
sharing of services pursuant to the terms of the Shared Services Agreement and
the provision of services by such Affiliated Entities to the Trust, to other
Affiliated Entities and to persons who conduct business with the Trust. The
Board of Trustees has determined that the services provided by Affiliated
Entities to the Trust are beneficial to the Trust and that the Trust may enter
into any contract or transaction with an Affiliated Entity, provided that any
such transaction is approved by the Audit Committee of the Board of Trustees
which is satisfied that the fees, charges or other payments made to the
Affiliated Entities are at no greater cost or expense to the Trust than would be
incurred if the Trust were to obtain substantially the same services from
unrelated and unaffiliated persons.
In furtherance of our goal to prevent conflicts of interest, the following
specific items are required:
All Associates who are Executive Officers of the Trust or their designee
shall promptly upon filing provide copies of their federal income tax returns to
the Committee and shall provide such other information relating to their
financial dealings as the Committee may request. For purposes hereof, "Executive
Officers" shall mean any officer of the Trust who is at or above the grade of
Vice President and any other Associates that the Committee may determine.
No Associate may directly or indirectly make (or receive) a loan (in excess
of $250) to (from) another Associate (who is not his or her Relative) without
the prior written consent of the Committee.
An Associate who directly or indirectly receives a loan (in excess of $250)
from an Affiliated Entity must promptly thereafter notify the Committee of the
loan and the material terms thereof.
All Associates consent to the Committee's obtaining (at the Trust's expense
on a periodic basis as determined by the Committee) a credit report, criminal
background report or other report of verification at such times as the Committee
deems appropriate.
Prior to the Trust (or a subsidiary or joint venture of the Trust)
executing either a commitment letter to make a mortgage loan or a contract to
acquire (or sell) an interest in real property, all Executive Officers (and
other Associates to extent he or she has actual knowledge of the transaction)
shall provide written notice to the Committee of any direct or indirect
ownership, employment or fee or profit participation or similar interest that
the Executive Officer (or other Associate) or his or her Relative may have (or
previously had) with the borrower, seller or purchaser or with the broker on
such transaction; provided that no such disclosure shall be required in respect
of public entities (that are the borrower, seller or purchaser) in which an
Associate or his or her Relative may have an interest unless such Associate or
his or her Relative is an officer, trustee or employee of such public entity or
such Associate or his or her Relative owns in excess of 5% of the common stock
of such public entity.
If any Associate shall learn that any Executive Officer has failed to
fulfill a financial obligation to the Trust or any Affiliated Entity for more
than five (5) business days or that a check from any Executive Officer to the
Trust or any Affiliated Entity did not clear and the Executive Officer did not
replace the check with good funds within five (5) business days, then such
Associate shall promptly disclose same to the Committee.
CORPORATE OPPORTUNITIES
As an Associate of the Trust, you have an obligation to put the interests of the
Trust ahead of your personal interests and to advance the Trust's interests when
the opportunity to do so arises. If an Associate (other than an independent
Trustee) is presented with, or becomes aware of, a business opportunity that is
in the Trust's line of business (a "BRT Opportunity") the Associate must first
present the BRT Opportunity to the Trust before pursuing the BRT Opportunity in
his or her individual capacity. No Associate may use corporate property,
information or his or her position for personal gain, and no Associate may
compete with the Trust either directly or indirectly. Independent Trustees who
discover a BRT Opportunity through the use of Trust information or his or her
position as a Trustee must first present the BRT Opportunity to the Trust before
directly or indirectly pursuing the BRT Opportunity.
Associates are required to fully disclose to the Committee the terms and
conditions of each BRT Opportunity covered by this Code that he or she wishes to
pursue. As to Associates other than Executive Officers or Trustees, the
Committee and other appropriate management personnel will determine whether the
Trust wishes to pursue the BRT Opportunity and, if the Trust waives its right to
pursue an BRT Opportunity, such waiver must be authorized in writing by an
Executive Officer of the Trust with the concurrence of the Chief Executive
Officer. As to Trustees (including Independent Trustees) and Executive Officers,
a waiver by the Trust to pursue a BRT Opportunity must be approved by the Board
of Trustees and such approval confirmed in writing by an Executive Officer of
the Trust. If the Trust shall waive its right to pursue a BRT Opportunity, the
Associate may pursue the BRT Opportunity on the same terms and conditions
offered to the Trust and consistent with other ethical guidelines set forth in
this Code. If there is any ambiguity as to whether or not an opportunity is a
"BRT Opportunity," the ambiguity shall be construed in favor of the Trust and
the opportunity shall be deemed to be an "BRT Opportunity." Associates are
encouraged to seek the Trust's consent if there is any question, ambiguity or
issue as to whether or not a specific business opportunity is a BRT Opportunity.
CONFIDENTIAL INFORMATION
Associates must maintain the confidentiality of confidential information
entrusted to them by the Trust or its borrowers, except when disclosure is
authorized by the Trust's counsel or required by laws or regulations and except
for disclosure of information to the Trust. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
the Trust or its borrowers, if disclosed. It also includes information that our
borrowers or other parties with whom we have investing or business arrangements
have entrusted to us. The obligation to preserve confidential information
continues even after employment ends.
COMPETITION AND FAIR DEALING
We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. Each
Associate should endeavor to respect the rights of and deal fairly with the
Trust's service providers, competitors and employees. No Associate should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
intentional unfair practices. The purpose of business entertainment and gifts in
a commercial setting is to create good will and sound working relationships, not
to gain unfair advantage. Gifts to a business relation or prospective business
relation or entertainment to the extent offered, given, provided, received or
accepted by any Associate or any Relative of an Associate from a business
relation or prospective business relation shall not be: (i) cash or a cash
equivalent (other than for personal events such as wedding gifts), (ii)
inconsistent with customary business practices, (iii) excessive in value, (iv)
capable of being reasonably construed as a bribe or payoff or (v) in violation
of this Code or applicable laws or regulations. Please discuss with any
Committee member any gifts or proposed gifts which you are not certain are
appropriate.
RELATIONSHIPS WITH BORROWERS
Our business success depends upon our ability to foster lasting relationships
with our borrowers and others with whom we conduct business. The cornerstone of
these relationships is trust. To build trust, the Trust is committed to dealing
with borrowers and others with whom we conduct business fairly, honestly and
with integrity. Specifically, you should keep the following guidelines in mind
when dealing with borrowers and others with whom we conduct business:
Information we supply should be accurate and complete to the best of our
knowledge. Associates should never deliberately misrepresent information.
No Associate may ask for or accept (directly or indirectly) anything
personally from a borrower.
Business entertainment should never exceed reasonable and customary
business practice.
PROTECTION OF COMPANY ASSETS
All Associates should protect the Trust's assets and ensure their efficient use
for legitimate business purposes only. Theft, carelessness and waste have a
direct impact on the Trust's profitability. To ensure the protection of the
Trust's assets, each Associate should:
Exercise reasonable care to prevent theft, damage or misuse of Trust
property.
Promptly report the actual or suspected theft, damage or misuse of Trust
property to the Chief Executive Officer.
Safeguard all electronic programs, data, communications and written
materials from inadvertent access by others.
PERSONAL OR INAPPROPRIATE USE OF COMPANY RESOURCES
The Trust provides a wide variety of assets as resources for its Associates in
conducting company business including computers, communications systems and
other equipment and materials. Although an Associate may, at times, use many of
these resources for incidental personal activities, this personal use should be
kept to a minimum. Excessive personal use of the Trust resources can adversely
affect an Associate's performance, increase the Trust's costs, and reduce
availability of the resources for the Trust's business needs. As an example,
while Associates may sometimes need to use a Trust telephone for a short call
for a family matter, it is not appropriate to use Trust telephones for frequent,
extended or unusually costly calls that do not relate to company business.
While you may occasionally use the Trust's electronic systems to send personal
messages or to access Internet materials that are not directly business-related,
these personal applications should be minimized in accordance with these
principles, even if your personal activity involves Trust systems that are
available for your use at home. In addition, certain emails, faxes or other
messages simply must not be sent on Trust equipment or through Trust systems;
these include solicitations, chain letters, and threatening, sexually explicit
or harassing materials. You must not use Trust resources to create, transmit,
store or display (for public viewing) messages, images or materials in any of
these categories or access web sites or phone numbers whose primary purpose
involves sexually explicit or harassing materials. The use of the funds or
assets of the Trust, whether for personal gain or not, for any unlawful or
improper purpose is strictly prohibited. Misuse of Trust assets is misconduct,
and may result in termination of your employment.
Associates should be aware that Trust property includes all data and
communications transmitted to or received by, or contained in, the Trust's
electronic or telephonic systems or by written media. This includes, among other
things, the computer system, any files in memory and all instant messages,
e-mails and phone records. Associates and other users of this property should
have no expectation of privacy with respect to these communications and data. To
the extent permitted by law, the Trust has the ability, and reserves the right,
to monitor all electronic and telephonic communication. These communications may
also be subject to disclosure to law enforcement or government officials.
COMPANY RECORDS
Accurate and reliable records are crucial to our business. Our records are the
basis of our earnings statements, financial reports and other disclosures to the
public. In addition, our records are the source of essential data that guides
business decision-making and strategic planning. Trust records include payroll,
travel and expense reports, emails, accounting and financial data, measurement
and performance records, electronic data files and all other records maintained
in the ordinary course of our business.
All Trust records must be complete, accurate and reliable in all material
respects. There is never a reason to make false or misleading entries. In
addition, undisclosed or unrecorded funds, payments or receipts are strictly
prohibited. You are responsible for understanding and complying with our
recordkeeping policy. Ask our Chief Financial Officer if you have any questions.
ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS
We are a public company and are required to report our financial results and a
great deal of financial and other information about our business to the public
and the Securities and Exchange Commission (the "SEC"). We are also subject to
various securities laws and regulations. It is our policy to promptly disclose
accurately and completely material information regarding the Trust's business,
financial condition and results of operations. Inaccurate, incomplete or
untimely reporting is not acceptable and can severely damage the Trust and cause
legal liability. Associates should be on guard for, and must promptly report,
evidence of improper financial reporting. Examples of suspicious activities that
must be reported include:
Financial results that seem inconsistent with the performance of underlying
business transactions;
Inaccurate records, such as overstated expense reports, or erroneous time
sheets or invoices;
Transactions that do not seem to have a good business purpose; and
Requests to circumvent ordinary review and approval procedures.
The Trust's financial officers and other Associates working in the Accounting
Department have a special responsibility to ensure that all of our financial
disclosures are full, fair, accurate, timely and understandable. Such Associates
must understand and strictly comply with generally accepted accounting
principles as adopted by the Trust and all standards, laws and regulations
regarding accounting and financial reporting of transactions, estimates and
forecasts. The SEC has adopted rules that prohibit officers or trustees, and
persons acting under their direction, from making any materially false,
misleading, or incomplete statement to an accountant in connection with an audit
or any filing with the SEC.
If an Associate believes that the Trust has engaged in any type of questionable
accounting or auditing activity, such Associate should report the allegations to
a member of the Committee or anonymously by calling our whistleblower hotline at
1-800-866-3228 or by contacting Lou Grassi, or his successor as the Chairperson
of the Audit Committee of the Board of Trustees, at lgrassi@grassicpas.com.
PROFITING FROM INSIDE INFORMATION
If you possess information about the Trust that is both material and non-public,
called "material inside information," you are subject to trading restrictions.
You cannot legally trade in Trust securities, or make recommendations to anyone,
including your family, friends and colleagues, about trading in Trust
securities, until a reasonable time, usually the second trading day after the
Trust issues a press release or makes an SEC filing disclosing the material
inside information that you possess.
Information is "material" if it would influence a reasonable person to buy or
sell stock. Examples include undisclosed data reflecting earnings or
profitability, or trends in these figures; major acquisitions, equity
investments or divestitures; and important developments in projects, alliances
or litigation. Information is "non-public" if it hasn't been the subject of a
Trust press release or contained in an SEC filing made by the Trust. Trading in
Trust stock includes buying or selling Trust shares or options to buy or sell
Trust shares, and/or selling shares that were purchased under any Trust stock
option plan or dividend reinvestment plan. It does not include regular,
continuing purchases through the Trust's dividend reinvestment plan or
purchases, without sale, of shares through exercise of a Trust stock option.
In order to minimize the risk of insider trading and prevent inadvertent use of
material inside information, you are required to follow these procedures:
1. Before trading in the Trust's securities you must consult with
Simeon Brinberg, our Senior Vice President (Senior Counsel) or his successor or
designee;
2. If the Senior Vice President (Senior Counsel) has cleared your
transaction, you must execute the transaction within two business days. If more
than two business days have elapsed since you spoke with the Senior Vice
President (Senior Counsel), you must speak with him again before engaging in the
transaction; and
3. The foregoing procedures are also applicable to proposed
transactions in securities of the Trust to be made by (i) your spouse, your
children, any other Relative who may live with you, and any corporation or other
entity that you may directly or indirectly control; and (ii) any fiduciary
account (where you are trustee, executor, custodian, etc.) with respect to which
you make investment decisions. If you are not certain as to whether the
procedures apply to a particular trade, you must consult with the Senior Vice
President (Senior Counsel).
If you violate insider trading laws, both you and the Trust may be subject to
severe criminal penalties. Insider trading laws apply to all Associates at any
level, not merely to officers.
PUBLIC COMMUNICATIONS AND COMPLIANCE WITH REGULATION FD
The Trust places a high value on its credibility and reputation in the
community. What is written or said about the Trust in the news media and
investment community directly affects our reputation, positively or negatively.
It is our policy to provide timely, accurate and complete information in
response to public requests, consistent with our obligations to maintain the
confidentiality of competitive and proprietary information and to prevent
selective disclosure of market-sensitive data. To ensure compliance with this
policy, all news media or other public requests for information regarding the
Trust should be directed to the Investor Relations Trustee, or person performing
such function. The Investor Relations Trustee will work with you and the
appropriate personnel to evaluate and coordinate a response to the request.
In connection with its public communications, the Trust is required to comply
with a rule under the federal securities laws referred to as Regulation FD
(which stands for "fair disclosure"). Regulation FD provides that, when we
disclose material, non-public information about the Trust to securities market
professionals or stockholders (where it is reasonably foreseeable that the
stockholders will trade on the information), we must also disclose the
information to the public. "Securities market professionals" generally include
analysts, institutional investors and investment advisors.
To ensure compliance with Regulation FD, we have designated to be our Investor
Relations Trustee, Simeon Brinberg, Senior Vice President (Senior Counsel) or
his successor and officers specifically designated by him for specified
circumstances, as our company spokesperson.
Only our company spokesperson is authorized to disclose information about the
Trust in response to requests from securities market professionals or
stockholders. If you receive a request for information from any securities
market professionals or stockholders, promptly contact our company spokesperson
to coordinate a response to such request.
Associates who may in the course of their employment interact with securities
market professionals are specifically covered by Regulation FD and have a
special responsibility to understand and comply with Regulation FD. Contact our
Senior Vice President (Counsel) if you have any questions about the scope or
application of Regulation FD.
COMPLIANCE PROCEDURES
We must all work to ensure prompt and consistent action against violations of
this Code. However, in some situations it is difficult to know right from wrong.
Since we cannot anticipate every situation that will arise, it is important that
we have a way to approach a new question or problem. These are the steps to keep
in mind:
Make sure you have all the facts. In order to reach the right solutions, we
must be as fully informed as possible.
Ask yourself: What specifically am I being asked to do? Does it seem
unethical or improper? This will enable you to focus on the specific question
you are faced with, and the alternatives you have. Use your judgment and common
sense; if something seems unethical or improper, it probably is.
Clarify your responsibility and role. In most situations, there is shared
responsibility. Are your colleagues informed? It may help to get others involved
and discuss the problem.
Discuss the problem with an executive officer. This is the basic guidance
for all situations. In many cases, an executive officer will be more
knowledgeable about the question, and will appreciate being brought into the
decision-making process. Remember that it is an executive officer's
responsibility to help solve problems.
You may report ethical violations in confidence and without fear of
retaliation. If your situation requires that your identity be kept secret, your
anonymity will be protected. The Trust does not permit retaliation of any kind
against employees for good faith reports of ethical violations.
Always ask first, act later: If you are unsure of what to do in any
situation, seek guidance before you act.
CONCLUSION
This Code of Business Conduct and Ethics contains general guidelines for
conducting the business of the Trust consistent with the highest standards of
business ethics. If you have any questions about these guidelines, please
contact Simeon Brinberg, Senior Vice President (Counsel) or a person performing
that function. We expect all Associates, regardless of their level, to adhere to
these standards. Each Associate is separately responsible for his or her
actions. Conduct that violates the law or this Code cannot be justified by
claiming that it was ordered by someone in higher management. If you engage in
conduct prohibited by the law or this Code, you will be deemed to have acted
outside the scope of your employment. Such conduct will subject you to
disciplinary action, including possibly termination of employment.
Note: This Code and the matters contained herein are neither a contract of
employment nor a guarantee of continuing Trust policy. We reserve the right to
amend, supplement or discontinue this Code and the matters addressed herein,
without prior notice, at any time.